[Form 4/A] CONAGRA BRANDS INC. Amended Insider Trading Activity

Rhea-AI Filing Summary

Conagra Brands executive Thomas M. McGough amended a Form 4 to report multiple transactions in July 2025 involving vested restricted stock units (RSUs) and tax-withheld share disposals. The filing shows 111,303 shares acquired under awards and dividend equivalents, with portions withheld for taxes (total withheld transactions of 48,837 shares across 7/17–7/20/2025). After the reported trades and vesting, Mr. McGough beneficially owned 244,473.67 shares directly and 111,303 indirectly (by trust) plus 400 shares indirectly by spouse, per the amended filing.

The RSUs disclosed were from grants dated 7/19/2023, 7/20/2022, and a long-term incentive plan for fiscal years 2023–2025, with remaining vesting schedules noted for some awards through 7/17/2028. The amendment corrects the number of shares withheld for taxes on 7/19/2025 and 7/20/2025.

Positive

• 111,303 shares acquired via RSU vesting and dividend equivalents indicates realized executive compensation
• Amendment corrects withholding counts for 7/19/2025 and 7/20/2025, improving disclosure accuracy

Negative

• 48,837 shares withheld for taxes reduced the executive's net share increase
• Multiple withholding transactions across 7/17–7/20/2025 required an amended filing, indicating initial reporting errors

Insights

Corporate Compensation Analyst

Insider reported significant RSU vesting and tax-withholdings in July 2025.

The filing documents the vesting and settlement of RSUs totaling 111,303 shares acquired through awards and dividend equivalents, reflecting routine executive compensation realization. Several withheld share disposals totaling 48,837 shares were executed to cover taxes, which is a common practice when RSUs vest.

This amended Form 4 corrects prior withholding counts for 7/19/2025 and 7/20/2025, ensuring the public record matches actual post-vesting ownership of 244,473.67 shares directly and 111,303 indirectly by trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McGough Thomas M

(Last) (First) (Middle)

C/O CONAGRA BRANDS, INC.

222 W. MERCHANDISE MART PLAZA, STE. 1300

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CONAGRA BRANDS INC. [ CAG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & COO

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/21/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/17/2025		A		55,830(1)	A	$0	217,272.67	D
Common Stock	07/17/2025		F(2)		24,733	D	$18.97	192,539.67	D
Common Stock	07/19/2025		M		10,105(3)	A	$0	202,644.67	D
Common Stock	07/19/2025		F(2)		4,422	D	$19.07	198,222.67	D
Common Stock	07/20/2025		M		46,251(4)	A	$0	244,473.67	D
Common Stock	07/20/2025		F(2)		19,682	D	$19.07	224,791.67	D
Common Stock								111,303	I	By trust
Common Stock								400	I	By wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	07/17/2025		A		50,030		(6)	(6)	Common Stock	50,030	$0	50,030	D
Restricted Stock Units	(3)	07/19/2025		M			10,105	(3)	(3)	Common Stock	10,105	$0	10,106	D
Restricted Stock Units	(4)	07/20/2025		M			46,251	(4)	(4)	Common Stock	46,251	$0	0	D

Explanation of Responses:

1. The shares acquired were earned under the Conagra Brands fiscal year 2023-2025 long term incentive plan and include dividend equivalents paid in additional shares of common stock on the earned amount.

2. Shares withheld for taxes.

3. The restricted stock unites ("RSUs") were granted on July 19,2023 and vested 33.33% on each of July 19, 2024 and July 19, 2025, and will vest 33.34% on July 19th, 2026. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date.

4. The restricted stock units ("RSUs") were granted on July 20, 2022 and vested on July 20, 2025. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date.

5. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon settlement.

6. These restricted stock units will vest 33.33% on 7/17/2026, 33.33% on 7/17/2027, and 33.34% on 7/17/2028.

Remarks:

This amended Form 4 is being filed to correct the number of shares withheld for taxes on 7/19/2025 and 7/20/2025.

	/s/ McLaurin Files, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Conagra (CAG) insider Thomas McGough report on Form 4/A?

He reported vesting and acquisition of RSUs totaling 111,303 shares and related tax-withheld disposals during 7/17–7/20/2025.

How many shares were withheld for taxes in the amended filing?

The filing shows withheld share disposals totaling 48,837 shares across the reported transactions.

What is Mr. McGough's beneficial ownership after the transactions?

The filing lists 244,473.67 shares beneficially owned directly, 111,303 indirectly by trust, and 400 indirectly by spouse.

Which RSU grants and vesting dates are disclosed?

Grants referenced include 7/20/2022 (vested 7/20/2025), 7/19/2023 (vesting in tranches through 7/19/2026), and awards from the fiscal 2023–2025 long-term incentive plan.

Why was an amended Form 4 filed?

The amendment corrects the number of shares withheld for taxes on 7/19/2025 and 7/20/2025 as stated in the remarks.